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7.A. - Page 262 EXHIBIT K FORM OF ENVIRONMENTAL HOLDBACK AGREEMENT This ENVIRONMENTAL HOLDBACK AGREEMENT ("A�reement") is made as of , 2013 (the "Effective Date"), by and between Redwood City Partners, LLC (`Buver" or "Developer") and the City of Redwood City, a charter city and California municipal corporation ("Seller" or "C�") (collectively, the "Parties," and each a"Partv"), with reference to the following facts. RECITALS A. Buyer and Seller have entered into that certain Disposition and Development Agreement, dated as of (the "DDA") pursuant to which, among other things, Buyer agreed to purchase, and Seller agreed to sell, certain real estate and paved parking area generally located along Middlefield Road/Winslow Street and the Caltrain railroad station in Redwood City, County of San Mateo, State of California, as more particularly described in the legal description attached hereto as Exhibit "A" and hereinafter referred to as the "Citv Propertv". B. Buyer owns the two parcels of real property directly adjacent to the City Property (collectively, "Developer Propertv"), as more particularly described in the legal descriptions attached hereto as Exhibit "B". The City Property and the Developer Property are collectively referred to herein as the "Site" and are shown on the Map of the Site attached hereto as Exhibit « C. Pursuant to the DDA, Buyer will develop the Site for retail/commercial and office uses (hereafter the "Proiect"). D. Seller and Buyer now desire to enter in this Agreement on the terms and conditions set forth below. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the DDA, unless expressly superseded by the terms of this Agreement. 2. Establishment of Holdback A�reement. Buyer retained AEI Consultants to perform a Limited Phase II Subsurface Investigation ("Phase II"). The results of the Phase II were documented in a report dated May 15, 2013, as updated on June 19, 2013 ("Phase II Report"). The Phase II Report identified certain areas of concern regarding the City Property. The Parties wish to establish an escrow holdback account to fund Buyer's remediation of the City Property 82483.00009\8062104.8 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT